NEWTON, Mass.--(BUSINESS WIRE)--
CommonWealth REIT (NYSE: CWH) today announced that its subsidiary,
Select Income REIT (NYSE: SIR), has priced an initial public offering of
8,000,000 common shares of beneficial interest at $21.50 per share.
The settlement of this offering is expected to occur on March 12, 2012.
The underwriters have a 30-day option to purchase up to an additional
1,200,000 SIR shares to cover over allotments, if any.
SIR was formed as a 100% subsidiary of CWH. Upon completion of the
offering, CWH will continue to own approximately 73% of SIR (assuming no
exercise of the underwriters’ over allotment option). All the shares are
being offered by SIR, and the net proceeds of the offering will be used
to repay SIR debt to CWH.
A registration statement relating to the offering of the common shares
of beneficial interest of SIR discussed above was declared effective by
the Securities and Exchange Commission on March 6, 2012. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities, in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Morgan Stanley, BofA Merrill Lynch and Wells Fargo Securities are the
joint book running managers for the offering. Citigroup, RBC Capital
Markets and UBS Investment Bank are the joint lead managers. Morgan
Keegan, PNC Capital Markets LLC, Santander and the Huntington Investment
Company are the co-managers for the offering. A copy of the offering
prospectus can be obtained by contacting the offices of: Morgan Stanley
& Co. LLC, Attention Prospectus Department,180 Varick Street, 2nd
floor, New York, New York 10014; by email at
[email protected]; BofA Merrill Lynch, Attention: Prospectus
Department, 4 World Financial Center, New York, New York 10080, by email
at [email protected]; or Wells Fargo Securities,
Attention: Equity Syndicate Department, 375 Park Avenue, New York, New
York, by email at [email protected].
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
CWH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEED TO OCCUR. FOR EXAMPLE:
-
THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE OFFERING OF
COMMON SHARES OF SIR IS EXPECTED TO OCCUR ON MARCH 12, 2012. IN FACT,
THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND
CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE
UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED
CONTINGENCIES DO NOT OCCUR, THIS OFFERING MAY NOT CLOSE.
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THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN
OPTION TO PURCHASE UP TO AN ADDITIONAL 1,200,000 SIR COMMON SHARES TO
COVER OVER ALLOTMENTS, IF ANY. AN IMPLICATION OF THIS STATEMENT MAY BE
THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, CWH
DOES NOT KNOW WHETHER THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR
ANY PART OF IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the New York Stock Exchange.
No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
CommonWealth REIT
Timothy A. Bonang, 617-796-8222
Vice
President, Investor Relations
or
Carlynn Finn, 617-796-8222
Senior
Manager, Investor Relations
Source: CommonWealth REIT